2. Powers, Duties and Responsibilities
2.1 Assist the Board of Directors in reviewing the effectiveness of internal controls, risk management processes, accounting, reporting practices and good corporate governance considering the requirements of relevant guidelines of the BOT, the Office of the Securities and Exchange Commission (Office of the SEC), the Stock Exchange of Thailand (SET), and other relevant guidelines associated with banking business issued by the regulators.
2.2 Consider and concur the appointment, transfer, remuneration, performance evaluation and dismissal of the Head of Internal Audit.
2.3 Review the effectiveness of Corporate Assurance Function.
2.4 Consider and review the qualifications, independence, effectiveness and remuneration of the external auditor, recommend the appointment, termination and audit fee to the Board of Directors and shareholders, and attend a meeting with the auditors without the management team present at least once a year.
2.5 Review the significant findings of investigations, audits, internal controls and compliance issues identified by internal auditors, external auditors and regulators to ensure that remedial actions are taken appropriately and in a timely manner by the management.
2.6 Review the correctness and adequacy of financial statements for submission to the Board of CIMB Thai Group, the BOT, the SET and other regulators related to the Bank’s business.
2.7 Review every related party transaction or transaction with a potential conflict of interest submitted by the management prior to submission for the Board of Directors’ approval.
2.8 Report to the Board of Directors any corrective action or improvement should the Audit Committee have concerns over conflict-of-interest activities, fraud, irregularities, significant internal control weaknesses, or violation of relevant regulations.
2.9 Report all activities of the AC in the Bank’s Form 56-1 One Report, which contains required information as stipulated in the SET’s regulations and must be signed by the AC Chairperson.
2.10 Approve the Corporate Assurance Charter and concur with the Corporate Assurance Policy prior to submission for Board of Directors’ approval.
2.11 Perform any other assignments delegated to it by the Board of Directors in line with the AC Charter
Scope: CIMB THAI Bank Group-wide
3. Quorum
3.1 The Audit Committee shall hold a meeting on a monthly basis or as and when required.
3.2 Each meeting shall consist of at least two-thirds of the total members to constitute a quorum.
3.3 The participation of members in a meeting of Audit Committee may be either in person or via tele-presence or tele-conference.
3.4 All resolutions must be passed by the affirmative vote of a majority of the members in attendance.
3.5 The resolution can be made in the form of circulation only in case of urgency and necessity. The resolution by circulation shall be passed by the affirmative vote of the majority members.
Any resolution passed by circulation shall be tabled to the next Audit Committee Meeting for certification.
